AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               HEALTHSPRING, INC.
 
         HEALTHSPRING, INC. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify as follows:
 
         FIRST:  The name of the Corporation is HealthSpring, Inc.
 
         SECOND: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on October 29,
2004. The original Certificate of Incorporation was amended on September 21,
2005 to change the name of the Corporation from NewQuest Holdings, Inc. to
HealthSpring, Inc., and on the date hereof to effect a two for one reverse
stock split of the Corporation's outstanding common stock.
 
         THIRD: At a meeting of the Board of Directors of the Corporation a
resolution was duly adopted pursuant to Sections 242 and 245 of the General
Corporation Law of the State of Delaware, setting forth this Amended and
Restated Certificate of Incorporation and declaring this Amended and Restated
Certificate of Incorporation to be advisable. The stockholders of the
Corporation duly approved and adopted this Amended and Restated Certificate of
Incorporation by written consent in accordance with Sections 228, 242, and 245
of the General Corporation Law of the State of Delaware.
 
         FOURTH: The Certificate of Incorporation of the Corporation, as
amended, is hereby amended and restated in its entirety to read as follows:
 
                                   ARTICLE I
                                      NAME
 
         The name of the Corporation is HealthSpring, Inc. (hereinafter, the
"Corporation").
 
                                   ARTICLE II
                           REGISTERED OFFICE AND AGENT
 
         The address of the Corporation's registered office in the State of
Delaware is 9 East Loockerman Street, Suite #1-B, in the City of Dover, County
of Kent, 19901. The name of its registered agent at such address is National
Registered Agents, Inc.
 
                                  ARTICLE III
                                     PURPOSE
 
         The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law (the "DGCL").
 
 
<PAGE>
 
 
                                   ARTICLE IV
                                  CAPITAL STOCK
 
         The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is One Hundred Eighty-Five Million
(185,000,000) shares, of which:
 
         (i) One Hundred Eighty Million (180,000,000) shares shall be shares of
common stock, par value $0.01 per share (the "Common Stock"); and
 
         (ii) Five Million (5,000,000) shares shall be shares of preferred
stock, par value $0.01 per share (the "Preferred Stock").
 
Such stock may be issued from time to time by the Corporation for such
consideration as may be fixed by the Board of Directors of the Corporation.
 
         SECTION 1. COMMON STOCK. Except as (i) otherwise required by law or
(ii) expressly provided in this Amended and Restated Certificate of
Incorporation (as amended from time to time), each share of Common Stock shall
have the same powers, rights, and privileges and shall rank equally, share
ratably, and be identical in all respects as to all matters.
 
                  (A) Dividends. Subject to the rights of the holders of any
class or series of Preferred Stock, and to the other provisions of this Amended
and Restated Certificate of Incorporation (as amended from time to time),
holders of Common Stock shall be entitled to receive equally, on a per share
basis, such dividends and other distributions in cash, securities, or other
property of the Corporation as may be declared thereon by the Board of Directors
from time to time out of assets or funds of the Corporation legally available
therefor.
 
                  (B) Voting Rights. At every annual or special meeting of
stockholders of the Corporation, each holder of Common Stock shall be entitled
to cast one vote for each share of Common Stock standing in such holder's name
on the stock transfer records of the Corporation.
 
                  (C) Liquidation Rights. In the event of any liquidation,
dissolution, or winding up of the affairs of the Corporation, whether voluntary
or involuntary, after payment or provision for payment of the Corporation's
debts and amounts payable upon shares of any class or series of Preferred Stock
entitled to a preference, if any, over holders of Common Stock upon such
dissolution, liquidation, or winding up, the remaining net assets of the
Corporation shall be distributed among holders of shares of Common Stock equally
on a per share basis. A merger or consolidation of the Corporation with or into
any other corporation or other entity, or a sale or conveyance of all or any
part of the assets of the Corporation (which shall not in fact result in the
liquidation of the Corporation and the distribution of assets to its
stockholders) shall not be deemed to be a voluntary or involuntary liquidation
or dissolution or winding up of the Corporation within the meaning of this
Paragraph (C).
 
                  (D) Conversion Rights. The Common Stock shall not be
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same class of the Corporation's capital stock.
 
 
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                  (E) Preemptive Rights. No holder of Common Stock shall have
any preemptive or subscription rights hereunder with respect to the Common Stock
or any other securities of the Corporation, or to any obligations convertible
(directly or indirectly) into securities of the Corporation whether now or
hereafter authorized.
 
         SECTION 2. PREFERRED STOCK. The Board of Directors is authorized,
subject to limitations prescribed by law or any exchange on which the
Corporation's securities may then be listed, to provide by resolution or
resolutions for the issuance of all or any of the shares of Preferred Stock in
one or more class or series, to establish the number of shares to be included in
each such class or series, and to fix the voting powers, designations, powers,
preferences, and relative, participating, optional, or other rights, if any, of
the shares of each such class or series, and any qualifications, limitations, or
restrictions thereof including, without limitation, the authority to provide
that any such class or series may be (i) subject to redemption at such time or
times and at such price or prices; (ii) entitled to receive dividends (which may
be cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions. Irrespective of the provisions of Section 242(b)(2)
of the DGCL, the number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by
the affirmative vote of the holders of a majority in voting power of the stock
of the Corporation entitled to vote, without the separate vote of the holders of
the Preferred Stock as a class. Subject to Article IV(ii), the Board of
Directors is also expressly authorized to increase or decrease the number of
shares of any class or series of Preferred Stock subsequent to the issuance of
shares of that class or series, but not below the number of shares of such class
or series then outstanding. In case the number of shares of any class or series
shall be decreased in accordance with the foregoing sentence, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such class
or series.
 
                                   ARTICLE V
                                    DURATION
 
         The Corporation is to have perpetual existence.
 
                                   ARTICLE VI
                               BOARD OF DIRECTORS
 
         SECTION 1. NUMBER OF DIRECTORS. Subject to any rights of the holders of
any class or series of Preferred Stock to elect additional directors under
specified circumstances as set forth in a certificate of designation relating to
any such class or series of Preferred Stock, the number of directors which shall
constitute the Board of Directors shall be not less than three, the exact number
of which shall be fixed from time to time by resolution adopted by the
affirmative vote of a majority of the total number of directors then in office.
 
 
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         SECTION 2. ELECTION AND TERM OF OFFICE. The directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote in the election of directors; provided
that, whenever the holders of any class or series of capital stock of the
Corporation are entitled to elect one or more directors pursuant to the
provisions of this Amended and Restated Certificate of Incorporation (including,
but not limited to, any duly authorized certificate of designation), such
directors shall be elected by a plurality of the votes of such class or series
present in person or represented by proxy at the meeting and entitled to vote in
the election of such directors. The directors shall be elected and shall hold
office only in this manner, except as provided in Section 4 of this Article VI.
Each director shall hold office until a successor is duly elected and qualified
or until his or her earlier death, resignation, disqualification, or removal.
Elections of directors need not be by written ballot unless the Bylaws of the
Corporation shall so provide.
 
         SECTION 3. CLASSES OF DIRECTORS. Subject to the rights of the holders
of any series of Preferred Stock to elect additional directors under specified
circumstances, the directors shall be divided into three classes, as nearly
equal in number as possible, designated as Class I, Class II and Class III,
respectively. At the annual meeting of stockholders held in 2006, the term of
office of the Class I directors shall expire and Class I directors shall be
elected for a term ending on the date of the third annual meeting of
stockholders following the annual meeting at which such director was elected. At
the annual meeting of stockholders held in 2007, the term of office of the Class
II directors shall expire and Class II directors shall be elected for a term
ending on the date of the third annual meeting of stockholders following the
annual meeting at which such director was elected. At the annual meeting of
stockholders held in 2008, the term of office of the Class III directors shall
expire and Class III directors shall be elected for a term ending on the date of
the third annual meeting of stockholders following the annual meeting at which
such director was elected. At each succeeding annual meeting of stockholders,
directors shall be elected for a term ending on the date of the third annual
meeting of stockholders following the annual meeting at which such director was
elected to succeed the directors of the class whose terms expire at such annual
meeting. Notwithstanding any provision of this section to the contrary, each
director shall serve until his or her successor is duly elected and qualified or
until his or her death, resignation, disqualification, or removal. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.
 
         SECTION 4. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, newly
created directorships resulting from any increase in the number of directors or
any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office, or any other cause may be
filled, so long as there is at least one remaining director, only by the Board
of Directors, provided that a quorum is then in office and present, or by a
majority of the directors then in office, if less than a quorum is then in
office, or by the sole remaining director. Directors elected to fill a newly
created directorship or other vacancies shall hold office until such director's
successor has been duly elected and qualified or until his or her earlier death,
resignation, or removal as hereinafter provided.
 
 
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<PAGE>
 
         SECTION 5. REMOVAL OF DIRECTORS. Subject to the rights of the holders
of any series of Preferred Stock then outstanding and any applicable
contractual rights, any director may be removed from office at any time but only
for cause, at a meeting of the stockholders called for that purpose, and only by
the affirmative vote of the holders of at least a sixty-six and two-thirds
percent (66-2/3%) of the voting power of all outstanding shares of Common Stock
entitled to vote generally in the election of directors, voting together as a
single class.
 
         SECTION 6. RIGHTS OF HOLDERS OF PREFERRED STOCK. Notwithstanding the
provisions of this Article VI, whenever the holders of one or more series of
Preferred Stock issued by the Corporation shall have the right, voting
separately or together by series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies, and
other features of such directorship shall be governed by the rights of such
Preferred Stock as set forth in the certificate of designations governing such
series.
 
         SECTION 7. BYLAWS. The Board of Directors is expressly authorized to
adopt, amend, or repeal the Bylaws of the Corporation. Any alteration or repeal
of the Bylaws by the stockholders of the Corporation shall require the
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the
outstanding shares of the Corporation entitled to vote on such alteration or
repeal.
 
                                  ARTICLE VII
                             LIMITATION OF LIABILITY
 
         To the fullest extent permitted by the DGCL as it now exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader director
protection than permitted prior thereto), no director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages arising
from a breach of fiduciary duty owed to the Corporation or its stockholders. Any
repeal or modification of this Article VII by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
 
                                  ARTICLE VIII
                                 INDEMNIFICATION
 
         SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved (including, without
limitation, as a witness) in any actual or threatened action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation or of a partnership, limited liability company, joint
venture, trust, or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "Indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee, or agent or in any other capacity while so serving, shall be
indemnified and held harmless by the Corporation to the full extent authorized
by the DGCL, as the same exists or may hereafter be amended (but, in the case
 
                                       5
 
<PAGE>
 
of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), or by other applicable law
as then in effect, against all expense, liability, and loss (including
attorneys' fees and related disbursements, judgments, fines, excise taxes, and
penalties under the Employee Retirement Income Security Act of 1974, as amended
from time to time ("ERISA"), penalties, and amounts paid or to be paid in
settlement) actually and reasonably incurred or suffered by such Indemnitee in
connection therewith, and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee, agent, partner, member, or
trustee and shall inure to the benefit of his or her heirs, executors, and
administrators. Each person who is or was serving as a director, officer,
employee, or agent of a subsidiary of the Corporation shall be deemed to be
serving, or have served, at the request of the Corporation. Any indemnification
(but not advancement of expenses) under this Article VIII (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the DGCL, as the same exists or hereafter may
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment). Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination (a) by a majority vote of the
directors who were not parties to such proceeding (the "Disinterested
Directors"), even though less than a quorum, (b) by a committee of Disinterested
Directors designated by a majority vote of Disinterested Directors, even though
less than a quorum, (c) if there are no such Disinterested Directors, or if such
Disinterested Directors so direct, by independent legal counsel in a written
opinion, or (d) by the stockholders.
 
         SECTION 2. ADVANCEMENT OF EXPENSES. Expenses (including attorneys'
fees, costs, and charges) incurred by an Indemnitee in defending a proceeding
shall be paid by the Corporation in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to
repay all amounts so advanced in the event that it shall ultimately be
determined that such Indemnitee is not entitled to be indemnified by the
Corporation as authorized in this Article VIII. The majority of the
Disinterested Directors (or a committee thereof) may, in the manner set forth
above, and upon approval of such Indemnitee, authorize the Corporation's counsel
to represent such person in any proceeding, whether or not the Corporation is a
party to such proceeding.
 
         SECTION 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification or
advance of expenses (including attorneys' fees, costs, and charges) under this
Article VIII shall be made promptly, and in any event within thirty days upon
the written request of the Indemnitee (and, in the case of advance of expenses,
receipt of a written undertaking by or on behalf of Indemnitee to repay such
amount if it shall ultimately be determined that Indemnitee is not entitled to
be indemnified therefore pursuant to the terms of this Article VIII). The right
to indemnification or advances as granted by this Article VIII shall be
enforceable by the Indemnitee in any court of competent jurisdiction, if the
Corporation denies such request, in whole or in part, or if no disposition
thereof is made within thirty days. Such person's reasonable costs and expenses
incurred in connection with successfully establishing his or her right to
indemnification, in whole
 
 
                                       6
 
<PAGE>
 
or in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses (including attorney's fees, costs, and
charges) under this Article VIII where the required undertaking, if any, has
been received by the Corporation) that the claimant has not met the standard of
conduct set forth in the DGCL, as the same exists or hereafter may be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
DGCL, as the same exists or hereafter may be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), nor the fact that there has
been an actual determination by the Corporation (including its Board of
Directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.
 
         SECTION 4. OTHER RIGHTS; CONTINUATION OF RIGHT TO INDEMNIFICATION. The
indemnification and advancement of expenses provided by this Article VIII shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any law (common
or statutory), bylaw, agreement, vote of stockholders or Disinterested
Directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding office or while employed by or
acting as agent for the Corporation, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent, and shall inure to the
benefit of the estate, heirs, executors, and administers of such person. All
rights to indemnification under this Article VIII shall be deemed to be a
contract between the Corporation and each director, officer, employee, or agent
of the Corporation who serves or served in such capacity at any time while this
Article VIII is in effect. Any repeal or modification of this Article VIII or
any repeal or modification of relevant provisions of the DGCL or any other
applicable laws shall not in any way diminish any rights to indemnification of
such person or the obligations of the Corporation arising hereunder with respect
to any proceeding arising out of, or relating to, any actions, transactions, or
facts occurring prior to the final adoption of such modification or repeal. For
the purposes of this Article VIII, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was a director,
officer, employee, or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise shall stand in the same position under the provisions of this
Article VIII, with respect to the resulting or surviving corporation, as he or
she would if he or she had served the resulting or surviving corporation in the
same capacity.
 
 
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<PAGE>
 
 
         SECTION 5. INSURANCE. The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, or agent of the Corporation or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expense, liability, or loss under the DGCL.
 
         SECTION 6. RELIANCE. Persons who after the date of the adoption of this
provision become or remain directors, officers, employees, or agents of the
Corporation or who, while a director, officer, employee, or agent of the
Corporation, become or remain a director, officer, employee, or agent of a
subsidiary, shall be conclusively presumed to have relied on the rights to
indemnity, advancement of expenses, and other rights contained in this Article
VIII in entering into or continuing such service. The rights to indemnification
and to the advance of expenses conferred in this Article VIII shall apply to
claims made against an Indemnitee arising out of acts or omissions that occurred
or occur both prior and subsequent to the adoption hereof.
 
         SECTION 7. SAVINGS CLAUSE. If this Article VIII or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each person entitled to
indemnification under the first paragraph of this Article VIII as to all
expense, liability, and loss (including attorneys' fees and related
disbursements, judgments, fines, ERISA excise taxes and penalties, other
penalties, and amounts paid or to be paid in settlement) actually and reasonably
incurred or suffered by such person and for which indemnification is available
to such person pursuant to this Article VIII to the full extent permitted by any
applicable portion of this Article VIII that shall not have been invalidated and
to the full extent permitted by applicable law.
 
                                   ARTICLE IX
                SPECIAL MEETINGS OF STOCKHOLDERS; ADVANCE NOTICE
 
         For so long as the Corporation's Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), special meetings of stockholders of the Corporation may be called only by
either the Board of Directors pursuant to a resolution adopted by the
affirmative vote of the majority of the total number of directors then in office
or by the chairman of the board or the chief executive officer of the
Corporation. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.
 
                                   ARTICLE X
                  CORPORATE OPPORTUNITIES; CERTAIN TRANSACTIONS
 
         SECTION 1. CERTAIN ACKNOWLEDGEMENTS. In recognition and anticipation
that: (i) the directors, officers, members, managers and/or employees of GTCR
Golder Rauner, LLC, GTCR Golder Rauner II, LLC or any of their respective
affiliates or investment funds (collectively, "GTCR") may serve as directors
and/or officers of the Corporation, (ii) GTCR may engage in the
 
 
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<PAGE>
 
 
same or similar activities or related lines of business as those in which the
Corporation, directly or indirectly, may engage and/or other business activities
that overlap with or complete with those in which the Corporation, directly or
indirectly, may engage, (iii) non-employee directors of the Corporation may
engage in the same or similar activities or related lines of business as those
in which the Corporation, directly or indirectly, may engage and/or other
business activities that overlap with or complete with those in which the
Corporation, directly or indirectly, may engage and (iv) the Corporation and its
subsidiaries may engage in material business transactions with GTCR and that the
Corporation is expected to benefit therefrom, the provisions of this Article X
are set forth to regulate and define the conduct of certain affairs of the
Corporation as they may involve GTCR and its directors, officers, members,
managers and/or employees, and the powers, rights, duties and liabilities of the
Corporation and its officers, directors and stockholders in connection
therewith.
 
         SECTION 2. COMPETITION AND CORPORATE OPPORTUNITIES. Neither GTCR nor
any non-employee director shall have any duty to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as
the Corporation or any of its subsidiaries. In the event that GTCR or any
non-employee director acquires knowledge of a potential transaction or matter
which may be a corporate opportunity for themselves and the Corporation or any
of its subsidiaries, neither the Corporation nor any of its subsidiaries shall
have any expectancy in such corporate opportunity, and neither GTCR nor any
non-employee director shall have any duty to communicate or offer such corporate
opportunity to the Corporation or any of its subsidiaries and may pursue or
acquire such corporate opportunity for themselves or direct such corporate
opportunity to another person.
 
         SECTION 3. ALLOCATION OF CORPORATE OPPORTUNITIES. In the event that a
non-employee director of the Corporation acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for the Corporation
or any of its subsidiaries and such non-employee director, neither the
Corporation nor any of its subsidiaries shall have any expectancy in such
corporate opportunity, unless such corporate opportunity is expressly offered to
such non-employee director solely in his or her capacity as a director of the
Corporation.
 
         SECTION 4. AGREEMENTS AND TRANSACTIONS WITH GTCR. In the event that
GTCR enters into an agreement or transaction with the Corporation or any of its
subsidiaries, a director or officer of the Corporation who is also a director,
officer, member, manager and/or employee of GTCR shall have fully satisfied and
fulfilled the fiduciary duty of such director or officer to the Corporation and
its stockholders with respect to such agreement or transaction, if:
 
                  (A) The agreement or transaction was approved, after being
made aware of the material facts of the relationship between each of the
Corporation or subsidiary thereof and GTCR and the material terms and facts of
the agreement or transaction, by (i) an affirmative vote of a majority of the
members of the Board of Directors of the Corporation who are not persons or
entities with a material financial interest in the agreement or transaction
("Interested Persons"), or (ii) an affirmative vote of a majority of the members
of a committee of the Board of Directors of the Corporation consisting of
members who are not Interested Persons;
 
                  (B) The agreement or transaction was fair to the Corporation
at the time the agreement or transaction was entered into by the Corporation; or
 
 
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<PAGE>
 
 
                  (C) The agreement or transaction was approved by an
affirmative vote of a majority of the shares of the Corporation's Common Stock
entitled to vote, excluding GTCR and any Interested Person; provided, that, if
no Common Stock is then outstanding, a majority of the voting power of the
Corporation's capital stock entitled to vote, excluding GTCR and any Interested
Person.
 
                                   ARTICLE XI
                                    AMENDMENT
 
         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by the DGCL, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation or the Bylaws of the Corporation, and
notwithstanding the fact that a lesser percentage or separate class vote may be
specified by law, this Amended and Restated Certificate of Incorporation, the
Bylaws of the Corporation, or otherwise, but in addition to any affirmative vote
of the holders of any particular class or series of the capital stock required
by law, this Amended and Restated Certificate of Incorporation, the Bylaws of
the Corporation, or otherwise, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all
outstanding shares of the Corporation entitled to vote generally in the election
of directors, voting together as a single class, shall be required to adopt any
provision inconsistent with, to amend or repeal any provision of, or to adopt a
bylaw inconsistent with, Articles III, V, VI, VII, VIII, IX, X, XI and XII of
this Amended and Restated Certificate of Incorporation.
 
                                  ARTICLE XII
                               SECTION 203 OF DGCL
 
         The Corporation expressly elects not to be governed by Section 203 of
the DGCL.
 
 
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<PAGE>
 
 
         IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation, which restates, integrates, and amends and restates the original
Certificate of Incorporation of the Corporation, and which has been duly adopted
in accordance with Sections 228, 242, and 245 of the DGCL, has been executed on
behalf of HealthSpring, Inc. by the undersigned officer, thereunto duly
authorized, this _____ day of ____________________, 2006.
 
                                        HEALTHSPRING, INC.